Argentina's Law 27,401: corporate liability and integrity programs

Legal notice: This content is educational information about compliance regulation and does not constitute legal advice. Specific requirements vary by jurisdiction, sector and company history. Consult your certified legal advisor before implementing changes. Author: vario editorial team.

The law that changed compliance in Argentina

Law 27,401 on Corporate Criminal Liability, in effect since March 2018, introduced criminal liability for legal entities in Argentina for corruption offenses against the public administration. Article 1 sets out the catalogue: domestic and transnational bribery and influence peddling, negotiations incompatible with public office, unlawful exaction, illicit enrichment of public officials, and aggravated false balance sheets and reports.

Before this law, corporate criminal liability existed only under special regimes (foreign exchange, customs and tax). In corruption matters, only individuals could be prosecuted.

This law fundamentally transformed the compliance landscape in Argentina: companies can now be criminally convicted, facing fines of two to five times the undue benefit obtained or that could have been obtained, suspension from participating in State tenders and bidding processes for up to 10 years, and publication of an extract of the conviction at the company's expense.

This is not a regime that exists only on paper. In April 2025, the Federal Criminal Court of Appeals upheld the indictment of two companies under Law 27,401, the first significant judicial milestone since the law took effect.

The integrity program as a defense

One of the most significant aspects of Law 27,401 is that it allows companies to use an effective integrity program to reduce the penalty or, at best, be exempted from it altogether.

Article 8 treats the program as a factor in calibrating the sanction. The exemption under Article 9 is more demanding: it requires three simultaneous conditions.

The company spontaneously reported the offense as a result of its own detection and internal investigation activity
An adequate control and supervision system was in place before the conduct occurred
The company returned the undue benefit obtained

The third condition is often overlooked and is decisive in practice: without returning the benefit there is no exemption, however good the program.

What an integrity program requires

The elements of the program are set out in Articles 22 and 23 of the law itself, not in its implementing decree. The law distinguishes between what is mandatory and what is expected.

Mandatory (Article 23):

A code of ethics or conduct
Specific rules and procedures to prevent wrongdoing in tenders, in the performance of public contracts and in any interaction with the public sector
Periodic training on the integrity program

Optional under the law, expected in a mature program: periodic risk analysis, an internal reporting channel open to third parties, whistleblower protection against retaliation, an internal investigation system, due diligence on third parties and business partners, ongoing monitoring of the program, and an internal officer responsible for it.

Article 22 adds the criterion that governs all of the above: the program must be proportionate to the risks of the company's activity, its size and its economic capacity. There is no standard program that fits every organization.

Decree 277/2018 implemented the law and tasked the Anti-Corruption Office with drafting the technical guidelines, published as Resolution 27/2018 (Integrity Guidelines).

Who is required to have one

The law applies to any legal entity that commits the offenses it defines. In addition, an integrity program is mandatory to contract with the National State under the largest procurement regimes: contracts that by their value must be approved by an official of ministerial rank and that fall under the national procurement regime (Decree 1023/2001), Law 13,064 on public works, Law 17,520 on concessions or Law 27,328 on public-private partnerships, as well as public service concessions and licenses.

Since late 2022, registration with the Anti-Corruption Office's Integrity and Transparency Registry for Companies and Entities (RITE) allows companies to evidence this requirement before contracting agencies.

The role of corporate communications

The offenses in the Law 27,401 catalogue rarely originate in a formal document. Bribery of public officials and negotiations incompatible with public office are usually developed and coordinated over email, calls and messaging apps, well before leaving any accounting trace.

The Anti-Corruption Office's Integrity Guidelines identify monitoring and ongoing evaluation as components of an effective program: designing it is not enough, you have to verify that it works and correct it. Detecting this conduct before it materializes into an unlawful act is precisely the goal of the program.

Practical consequences for the CCO

For the compliance officer of an Argentine company with public contracts, Law 27,401 implies:

Due diligence evidence: in a criminal investigation led by the Public Prosecutor's Office, the company must be able to show it had active controls and that they operated. A documented program, with a record of its alerts and how they were resolved, is that evidence.
Your own detection capability: the Article 9 exemption requires the report to arise from the company's own detection activity. A company that only learns of the facts when prosecutors investigate has already lost the benefit, however good its manual.
Whistleblower protection: the law does not create a general protection regime, but Article 23 does include protection against retaliation as a component of the integrity program. The CCO must ensure the reporting channel is safe and confidential.

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